- 38 -
obligation fixed as of the date the purported interest began to
accrue.
Indeck had no existing, legally enforceable obligation to
pay a discernible sum for Mr. Polsky’s shares prior to May 15,
1994, the date by which closing was to occur under the Settlement
Agreement. Indeck urges that it had an “unconditional
obligation” to purchase Mr. Polsky’s shares under the
Shareholders’ Agreement, as a result of his involuntary
termination, at a price determined by the highest bona fide offer
received for Indeck’s outstanding shares within one year of the
termination. But the Shareholders’ Agreement’s formula for
setting the purchase price of Mr. Polsky’s shares was far too
indefinite to give rise to indebtedness. The terms of the
Shareholders’ Agreement allowed Indeck to contend that the third-
party offers obtained by Mr. Polsky to set the price were not
bona fide (as Indeck in fact contended during the period that the
purported indebtedness gave rise to interest). For his part, Mr.
Polsky contended that, under the combined terms of the Employment
and Shareholders’ Agreements, the price to be paid for his shares
should be measured as of the expiration of his term of
employment. In short, upon Mr. Polsky’s termination, the parties
vigorously disputed the terms of Indeck’s obligation to purchase
Mr. Polsky’s shares.
Page: Previous 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 NextLast modified: May 25, 2011